The saying "if it ain't broke, don't fix it, but cover it with spangly new visuals" might not exactly roll off the tongue, but it must surely be circulating around Treyarch's offices right about now.

The third Spidey game to hit Xbox in as many years needs a gimmick since it isn't based on any movies, so developer Treyarch, presumably eager to keep the flame alive, has looked to alternative influences - namely, the Ultimate Spider-Man universe. Created in 1990 and looking a little elasticised, the Ultimate Spider-Man comic series is a retelling of the webbed wonder's history, told through the eyes of a young Peter Parker. It's a series of tales rather than a single story, so that means Treyarch has been able to cram just about every character ever conceived into a web of storylines. Want to see Wolverine brawling with Venom in a seedy New York pool hall? It's all there.

Fundamentally, very little has changed from Spider-Man 2. The physics have remained the same for Spidey, and the free-roaming cityscape of New York is back, but a few tasty extras have been lovingly ladled out too. New York is now huge, with Pete having to swing back and forth between Manhattan and Queens as he runs errands for Aunt May, goes to college, or collects his pay cheque from his grumbling editor J Jonah Jameson. The random city tasks, such as stopping muggers and clobbering felons, still pop up on the map from time to time to keep you busy, but it's clear this Spider-Man game is focusing on a younger Peter Parker. He's gangly and awkward at the beginning of the game, learning later on to focus his movements and become the hero he was born to be. He also has a complex relationship with Eddie Brock, his one-time friend who becomes his mortal enemy when he's transformed into Venom - the second playable character.

Venom quite literally chews up and spits out the scenery whenever you get a chance to play as him. He can leap buildings in a single bound, eat pedestrians to maintain his energy levels, slam his fists into buildings to climb them, and whip out his gooey tentacles to smash cars and people to bits. He's the anti-Spider-Man - and everything Spidey can do, Venom does better and twice as hard. Their stories run parallel to one another, with one causing panic in the streets, and the other unsure why mysterious scientists in flying machines are stalking Manhattan's roof tops. Don't worry, we won't give it away.

Perhaps the most startling new aspect of this Spider-Man game is the way it's told. A series of comic-book panels illustrates every cut-scene (and some actions scenes) perfectly, with characters climbing out of the pages, or punching people right through the panels into new areas of the story. It plays ' like a giant, interactive comic-strip, and with Treyarch's 'Comic Inking' (that's cel shading to us) so tastefully illustrating the whole shebang, you'll wonder what the appeal of the first two Spidey games ever was in the first place. It's a great achievement to make a sequel of a sequel, and yet give it so much life and colour it feels like an entirely reinvigorated franchise. We really can't wait for Ultimate's Spider-Man 2.

1. Superb use of comic shading makes this unlike anything you've seen before on Xbox. Looks nicer than XIII and Auto Modellista combined!
2. So many Spidey bad guys make this a doozy! The entire Marvel universe is crammed into the game, and done very well too!
3. New York, New York! It's huge, it's dangerous, and it's got oodles of juicy trouble for Spidey to get himself into.
4. Cel-shading adds a freshness to a sequel that, by rights, should be anything but. Packed with all the Spidey drama you could ever want.

1. Spider-Man 2 fans may not appreciate a younger Pete Parker or the new visual style, but they're going to be in the minority.

A great third outing for Spidey on Xbox, bursting at the seams with Marvel goodness. Great comic book visuals too.